May 26, 1993
The directors shall consist of a maximum of eleven members composed of five regular directors and the president, first vice-president, second vice-president, secretary, treasurer, and the advisory director.
At any meeting of the board of directors any six directors shall constitute a quorum for the transaction of business at that meeting. Each member of the board present at a meeting of the board shall be entitled to one vote.
Any and all business of the corporation transacted at a board meeting must be approved by the majority vote of the board members there present. Any business not so approved may be submitted at the next board meeting or to the membership for their approval in accordance with Article III Section 5.
Meetings of the board of directors shall be held monthly at the call of the president. The president, or in his absence, a vice-president, may call a meeting of the board of directors at any time, and shall do so on written request of any two directors. Notice of meetings of the board of directors shall be given to each director by telephone, mail, email, or personally, at least twenty-four hours prior to the meeting.
(a) In emergency situations the president or a vice-president may conduct a board of directors meeting via telephone provided such a meeting is conducted on a conference-call with a sufficient number of directors simultaneously on the call to meet the quorum provisions of Article IV Section 2 and subject to the notification provisions of Article IV Section 4.
Unless duly excused by the board of directors, any director, including the offices of the president and vice-presidents, shall be declared vacant if he or she is absent from there three consecutive regular meetings of the board of directors.
If the office of president becomes vacant, other than by recall, the person then holding the office of first vice-president shall succeed to the office of the president for the unexpired portion of the term, subject to the approval of the board of directors. In the event both the president and first vice-president positions become vacant, the person then holding the office of second vice-president shall succeed to the office of president for the unexpired portion of the term, subject to the approval of the board of directors. Any other vacancy on the board of directors, other than by recall, including officers, shall be filled by majority vote of the remaining directors for the unexpired term.
The board of directors shall have the duty of the general management of the corporation and shall exercise all corporate powers of the corporation. Any action taken by the board of directors shall be consistent with the Bylaws and with the Articles of Incorporation.